Generali Group

                                 

          Role, functions and activity

          The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

          The responsibilities allocated to the Board of Directors include:

          • Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
          • Proposing the allocation of profit shown in the financial statements and the distribution of dividends. 
          • Resolutions relating to mergers, in the cases allowed by law, opening or closing of secondary premises, and amendments to the terms of the Articles of Association and General Meeting Regulation if they become incompatible with new mandatory legislative provisions. 
          • Resolutions on the commencement or termination of operations in individual business sectors. 
          • Appointing the General Manager, establishing their powers and duties and revocation. 
          • Taking decisions on the criteria for management and coordination of the Group companies and implementation of instructions issued by IVASS. 
          • Resolutions on the other matters that by law may not be delegated. 
          • On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives. 
          • Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest. 
          • Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.

          As regards accounting documents, the responsibilities of the Board of Directors under the law and the Articles of Association include preparation of:

          • the annual financial report; 
          • the half-yearly financial report as at 30 June of each year and, if envisaged, quarterly financial disclosures.

          The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.

          Board Diary 2020

          The main activities and goals of the Board of Directors in 2020 are listed in the following charts:

          Strategy and Finance Internal Control and Risk Management Governance
          • Financial affairs and equity investments
          • Group digital strategy
          • Resolutions and disclosures concerning the ICRMS and remuneration of the heads of the Key Functions 
          • Update of policies at Group and Parent Company level
           

           

          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Approval of impairment testing procedures
          • Approval of expenditure budget of Board Committees and the SB
          • Examination of issues relating to the ICRMS
          • Report of the head of the Internal Audit function on complaints management
          • Update of the Group Internal Audit Policy
          • Group incentive systems
          • Examination of findings of the 2019 Board Review
          • Initial analysis of the NFD
          • Ascertainment of professionalism,
            respectability and independence
            requirements of the members of the Board of Directors and the Board of Statutory Auditors
          • Ascertainment of the requirements laid out by the Fit&Proper Policy for Key Personnel for the purposes of the policy
          • Report on communication of the Italian Corporate Governance Committee of 19 December 2019
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of the Consolidated Financial Statements, the parent company draft financial statements, associated reports on operations and the proposed dividend payout
          • Financial affairs and equity investments
          • Assessment of the adequacy and efficacy of the ICRMS and the adequacy of the organisational and administrative accounting structure
          • Approval of the MPFR’s activity plan and expenditure budget
          • Examination of actuarial report on the Parent Company technical reserves
          • Approval of Group policies
          • Approval of Parent Company’s 2019 ORSA Report
          • Approval of the Parent Company RSR and SFCR
          • Call of the 2020 General Meeting and approval of reports
          • Remuneration Report
          • Approval of the 2019 corporate governance and share ownership report
          • Approval of the proposed remuneration of the Board of Statutory Auditors being appointed
          • Accounting of 2019 annual incentive plans and implementation of the 2017 LTI Plan through approval of a share capital increase
          • Designation and determination of
            remuneration of top managers of strategic
            subsidiaries
          • Update of RPT Procedures
          • Approval of Covid-19 International
            Extraordinary Fund
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Asset management strategy
          • Examination of the reports of the External
            Auditors, ex s. 14 lgs. decree no. 39/2010, s. 10 EU Regulation no. 537/2014, s. 102 lgs. decree no. 209/2005 and s. 11 EU Regulation no. 537/2014 
          • Approval of Group and Parent Company policies
          • Measures relating to the Covid-19
            emergency
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of interim financial information as at 31 March 2020 
          • Financial affairs and equity investments
          • Approval of Group 2019 SFCR Report 
          • Update of Group policies and approval of Parent Company policy
          • Ascertainment of requirements for
            assumption of auditorship 
          • Review of the organisational structure of the Group Actuarial Function
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Issues relating to the ICRMS and update of Group and Parent Company policies 
          • Update of the internal capital calculation model pursuant to Solvency II 
          • Approval of Group 2019 ORSA Report 
          • Approval of the 2019 Group RSR 
          • Approval of the Treasury Group Policy update
          • Update of the OMM 
          • Assessment of the interlocking situations ex s. 36 of Decree Law no. 201 of 6 December 2011, with reference to Directors and Statutory Auditors 
          • Resolutions on remuneration
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Half-year reports as at 30 June 2020
          • Financial affairs and equity investments
          • Examination of the report of the head of the Internal Audit function on complaints
            management at 30.6.2020
          • Update of Group and Parent Company policies
          • Examination of issues relating to the ICRMS
          • Assessment of the adequacy and efficacy of the ICRMS
          • Half-year report on SB activities
          • Disclosure on activities of the Key Functions and the MPFR
          ;
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Update of Group and Parent Company policies
           

           

          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
           
          • Acceptance of the 2020 Corporate
            Governance Code 
          • Proposals concerning top managers of strategic subsidiaries 
          • Update on the investor and proxy advisor engagement plan 
          • Approval of the document ex ss. 5 and 71 of IVASS Regulation no. 38/2018
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of interim financial information as at 30 September 2020 
          • Deliberation concerning payment of the second tranche of the dividend on 2019 profit 
          • Financial affairs and equity investments
          • Review of Liquidity Risk Management Plan, Recovery Plan and Systemic Risk Management Plan 
          • Update of Group and Parent Company policies
          • Review of the Regulation of the BoD and the Board Committees 
          • Approval of the policy for management of
            engagement with all investors 
          • Review of the materiality matrix
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Examination of 2020 forecast and budget, RAF and 2021 SAA 
          • Financial affairs and equity investments
          • Update of Group and Parent Company policies
          • Designation and determination of remuneration of top managers of strategic subsidiaries

           

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          BOARD DIARY 2020 – Main goals 403 kb